Common use of Purchaser Status Clause in Contracts

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants, it will be either: (i) an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises the Warrants it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is is, and on each date on which it exercises any Warrants, it will be an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is is, and on each date on which it converts any Notes it will be an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises the Warrants it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is is, and on each date on which it exercises any Warrants, it will be an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the SecuritiesShares and the Warrant, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) of Regulation D under the Securities Act. Such The Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants or converts any Debentures, it will be an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants it will be an "accredited investor" as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such The Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and currently anticipates that on each date on which it exercises any Warrants it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. If the Purchaser is not an individual, such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the Securities, it was, and at the date hereof it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof Closing Date, it is is, an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Such Purchaser is not, and is not required to be be, registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. The Purchaser was not formed for the specific purpose of acquiring the Securities. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. If the Purchaser is not an individual, such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at as of the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants, it will be an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the Purchased Securities, it was, and at the date hereof it is is, an "accredited investor" “Accredited Investor” as defined in Rule 501(a) under the Securities Act. Such The Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is is, and on each date on which it exercises any Warrants or converts any shares of Preferred Stock it will be an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the Securities, it was, and at the date hereof it is is: (i) an "“accredited investor" ” as defined in Rule 501(a501 under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is (a) an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act, and/or (b) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is is, and on each date on which it exercises any Warrants, it will be an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act501. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants or converts any Debentures, it will be an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants or converts any Debenture it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants, it will be either: (i) an "“accredited investor" ” as defined in Rule 501(a501 under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at as of the date hereof it is is, respectively, (i) an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities ActAct and (ii) an “accredited investor” as defined in the National Instrument 45-106 Prospectus and Registration Exemptions. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants, it will be an "“accredited investor" ” as defined in Rule 501(a) Regulation D under the Securities Act. Such Purchaser is not, and is not required to be be, registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the SecuritiesNote, it was, and at as of the date hereof it is (i) an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesConvertible Notes, it was, and at the date hereof it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser (if not already a registered broker-dealer under Section 15 of the Exchange Act) is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is is, and on each date on which it exercises any Warrants, it will be an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the SecuritiesShares, it was, and at on the date hereof it is is, either: (i) an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. If the Purchaser is not an individual, such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is is, and on each date on which it converts any Debentures it will be either: (i) an "“accredited investor" ” as defined in Rule 501(a501 under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises the Warrants it will be, an "“accredited investor" ” as defined in Rule 501(a501 (a) of Regulation D under the Securities Act. Such The Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and at the time it exercises any Warrant issued to it it will be an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Actdealer.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is is, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises the Warrant it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such The Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it Securities such Purchaser was, and at on the date hereof it is is, and on the applicable Closing Date it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such No Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises the Warrants, it will be an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is either: (i) an "“accredited investor" ” as defined in Rule 501(a501 under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises the Additional Investment Right it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the Securities, it was, and at the date hereof hereof, it is is, an "“accredited investor" ” as defined in Rule 501(a) of Regulation D under the Securities Act. Such The Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises the Warrants (other than pursuant to a cashless exercise), it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesSubscription Shares, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesSecurities issued or issuable to it, it was, and at the date hereof it is is, and as of each date of exercise of Warrants, it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities issued or issuable to it. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser (if not already a registered broker-dealer under Section 15 of the Exchange Act) is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof and on the Closing Date it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the Securities, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such The Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the Securities, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act, and shall be an “accredited investor” as of the date of any exercise of the Warrants. Such The Purchaser is not required to be registered as a broker-broker dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesDebentures and Warrants, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the Securities, it was, and at as of the date hereof hereof, it is is, and on the Closing Date, it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act, and is not an entity formed for the sole purpose of acquiring the Securities. Such The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants or converts any Preferred Stock, it will be an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a broker-dealer requiring registration under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants or converts any Note it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesSeller Shares, it was, and at the date hereof it is is, an "accredited investor" Accredited Investor, as defined in Rule 501(a) under the Securities Act. Such Purchaser is acquiring the Seller Shares hereunder in the ordinary course of its business. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it or its permitted assignee converts any Notes it or such permitted assignee, as the case may be, will be an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act. If such Purchaser has checked the box marked "Yes" on the signature page hereto, such Purchaser is a Qualified Institutional Buyer.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser is not, and is not required to be be, registered as a broker-dealer under Section 15 of the Exchange Act. In making an investment decision as to whether to purchase the Securities offered hereby, each Purchaser has relied solely upon the SEC Reports and the representation and warranties of the Seller contained herein.

Purchaser Status. At the time such Purchaser was offered the ----------------- Securities, it was, and at the date hereof it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the Securities, it was, and at on the date hereof it is is, either: (i) an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was ---------------- offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises the Warrants, it will be an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is an "“accredited investor" ” as defined in Rule 501(a) of Regulation D under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and currently anticipates that on each date on which it exercises any Warrants it will be, an "“accredited investor" as investor”as defined in Rule 501(a) under the Securities Act. If the Purchaser is not an individual, such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the SecuritiesCommon Shares and Convertible Debenture, it was, and at the date hereof it is is, an "“accredited investor" Purchaser” as defined in Rule 501(a) under the Securities Act. Such The Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is is, and on each date on which it converts any Notes it will be an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the SecuritiesPurchased Shares and the Warrant, it was, and at the date hereof it is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants, it will be an "accredited investor" as defined in Rule 501(a) Regulation D under the Securities Act. Such Purchaser is not, and is not required to be be, registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such The Purchaser is also not required to be registered as a broker-dealer under Section 15 of the Securities Exchange ActAct of 1934, as amended.

Purchaser Status. At the time such Purchaser was offered ----------------- the Securities, it was, and at the date hereof it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Securities Exchange ActAct of 1934, as amended.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants or converts any Convertible Notes it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is is, and on each date on which it exercises any Warrants, it will be an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3) or (a)(7) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is: (i) an "“accredited investor" ” as defined in Rule 501(a501 under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesDebentures, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Each Purchaser acknowledges it is illegal to trade securities of the Company while in possession of material non-public information relating to the Company.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares and the Warrants, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 member of the Exchange Act.National Association of Securities Dealers, Inc.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is is, and on each date on which it exercises any Warrants or converts any shares of Preferred Stock, it will be an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is is, and on each date on which it exercises any Warrants, it will be an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange ActAct and such Purchaser is not a broker-dealer.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. The Purchaser has completed or caused to be completed and delivered to the Company the Accredited Investor Certification set forth as Exhibit A hereto, which certification (as completed by the Purchaser) is true, correct and complete in all material respects.

Purchaser Status. At the time such the Purchaser was offered the SecuritiesShares, he/it was, and at the date hereof it is he is, an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such The Purchaser is also not required to be registered as a broker-dealer under Section 15 of the Securities Exchange ActAct of 1934, as amended.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is is, an "institutional “accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, and on each date on which it exercises any Warrants or converts any Debentures it will be an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is is, an "accredited investor" as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities----------------- Shares, it was, and at the date hereof it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be a registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares and the Warrants, it was, and at the date hereof it is is, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not registered as, or required to be registered as as, a broker-dealer under Section 15 of the Exchange Act.